• Published 20th Jun 2014
  • 2,952 Views, 85 Comments

The Umbra Queen - Car Cloth



All is well until, one by one, the inhabitants of Ponyville begin acting… strangely. Shaken by a terrible feeling of dread, Rarity believes she may be the only one left to save everypony from the rising darkness.

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Tunnels & Turnabout

“Oh… I’ve been down here for a couple of weeks.”

“Weeks!?” Rarity gasped. “You’ve been here for weeks!?”

“Yeah…” Fluttershy hung her head. “Ever since the cider season at Sweet Apple Acres.”

“But… How did no one notice? Not once…”

“I live by myself on the outskirts of town and rarely talk,” Fluttershy said with a sarcastic smile. “I’m not surprised no one noticed.”

“But surely Angel would have noticed?”

“They locked Angel up. It’s okay. They told me if I didn’t try and escape they wouldn’t hurt him…”

Rarity shook her head in disbelief. “That is… unforgivable… I’m so sorry, Fluttershy.”

“They feed me every now and then, but I haven’t heard anyone for the last day or so… It’s hard to keep track of time in the darkness.”

“It’s my fault you’re down here… I can’t believe I was so thoughtless!”

Fluttershy tilted her head in confusion. “You couldn’t have known Queen Chrysalis was going to return, Rarity. No pony will think it’s your fault.”

“No, you don’t understand… Queen Chrysalis only came here before of Sombra… She sensed him the gorge… And I was the one that left him there.”

Fluttershy continued to look at her in confusion. “Didn’t Sombra… pass away?”

“Yes! But I should have known he couldn’t die that easily!” Rarity turned away and leaned her head against the cave wall. “We watched him die in the Crystal Empire, remember? Of course he wouldn’t die! I was so stupid! How can you even stand to look at me and call me your friend!?”

“Rarity…” Fluttershy walked up behind her and gently placed a hoof on her shoulder. “It’s okay. You couldn’t have known he would still be alive. Not even Twilight Sparkle knew. Or Celestia. You can’t know everything.”

“It’s different!” Rarity said between gulping down air. “How would you feel if the one you loved just… just… left you!? For two years!? Buried beneath rocks!?”

Fluttershy nervously combed her mane with her hooves. “Well…” she began.

“Exactly! Do you see what I’ve done now!? How can I ever face Sombra knowing that I failed him? How am I supposed to say sorry for… for… for leaving him all alone?” Rarity was practically on the verge of tears. She had been crying for long that it was painful to continue.

“If I left Discord… I think he would forgive me.”

“But you would understand if he didn’t.”

“I… I guess so, but… But if he loves you he’ll forgive you. You didn’t mean to leave him. You didn’t even know. Besides… You don’t think he wants to see you?”

“He…” Rarity turned back to her friend and sighed. “He thinks I’m with him now… Queen Chrysalis is manipulating him by pretending to be me…”

“Then you have to go to him!” Fluttershy said at a normal volume, practically yelling for her standards. “Imagine all the things he’s doing that he’s going to regret once he finds out! You have to try and save him, Rarity! Even if he doesn’t forgive you! That’s what you do for loved ones!”

Rarity stared into Fluttershy’s eyes for a long moment. She knew the pegasus was right. No matter what Sombra thought of her… she couldn’t stand by while he was being used. She had to do something. “Fluttershy,” Rarity said in a cold and serious tone. “We need to get out of this place.”

Fluttershy nervously tapped her hooves together. “How do you think we’re going to do that?”

“My magic can create light. And you… you can talk to animals.”

“Uh, yeah, I can… where are you going with this?”

Rarity pointed to the walls and ran over to one of the many cracks. “There has to be an insect or bat or something in here! If we find it we can ask it for directions!”

Fluttershy nodded. “That might work… But what about the changelings? Even if we make it out we’ll have to deal with them…”

“We’ll have to think about that once we encounter them… Come now, Fluttershy! Let’s escape!”

The two ran through the darkness of the cave system, determined to make it out before it was too late.

---

“Why are there so many changelings here?” Sweetie Belle whispered to Spike.

“I don’t know… They look like they’re searching for something…”

Getting parchment was harder that Sweetie Belle thought it was going to be. The town was crawling with changeling-ponies. They were entering and exiting houses and walking through the streets in groups of three or four.

“I thought Queen Chrysalis told them to help her invade Canerlot,” Sweetie Belle wondered aloud.

“They must be looking for Twilight. That’s the only explanation.”

“Didn’t one of them say Discord got to her?”

“Twilight wouldn’t be done in that easily,” Spike huffed with a knowing smile. “She has a few tricks of her own.”

“There!” Sweetie Belle suddenly shouted. “That building! It’s the quill shop! We’re sure to find parchment there and the changelings just left!”

“All right… stick close to me.”

Spike and Sweetie Belle half-ran, half-crouched all the way across the street and into the quill shop. Luckily for them, the rainclouds made everything dark and shadowy, perfect for sneaking. Unfortunately for them, everything was wet, cold and covered in mud by the time they made it into the building.

Quietly they made their way to the back of the store, the area that was also a house. Once in the living room they shook off and lit the lamp. “Hurry, get a quill and parchment!” Sweetie Belle shouted. While Spike ran around looking for the proper materials, Sweetie Belle placed the twins down and dried them off. They might be hungry... She ran to the pantry in order to find them something to eat.

The sound of shuffling hooves in the other room caught Sweetie Belle off guard. She held her breath in fright. “Spike,” she whispered. “Spike!”

He turned to her, a quill in his mouth and a large box in his arms. “Hm?” he muffled.

“Somepony’s here!” she said under her breath.

Spike set the box down and narrowed his eye into a glare. He handed the quill over as he walked by and slowly slid up to the door in order to listen. When he was sure the pony on the other side was close, he kicked in the door and had his claws ready.

“Who’s there!?” he demanded.

Standing in the bedroom was none other than Zecora, the mystic zebra from the Everfree Forest. Sweetie Belle was momentarily relieved, but then she came to her senses. This could be a changeling too!

“Answer him!” Sweetie Belle demanded. She would know if this was Zecora in a heartbeat.

“Come now, ponies, don’t be silly. It’s me, Zecora, friend to dragon and filly!”

Sweetie Belle hesitantly stepped into the room and exchanged a questioning look with Spike. Was this really Zecora? “Do you think we can trust her?” Sweetie Belle asked Spike.

“I don’t know,” he replied. “We could subdue her just to be sure…”

“Wait, Spike, don’t be hasty! If you like gems I won’t be tasty!”

“I didn’t say I was going to eat you,” Spike groaned.

“I’m just going to test you!” Sweetie Belle proclaimed. “What rhymes with consumed?”

Zecora nervously lifted an eyebrow. “Doomed?”

“Okay… What rhymes with book?”

“Took.”

Pie?”

“Hereby.”

Orange?”

“Nothing rhymes with orange.”

Sweetie Belle turned to Spike for confirmation. He nodded. “She’s right. Nothing rhymes with orange.”

“Okay, okay,” Sweetie Belle rolled her eyes. “How about- Hey! Wait! That didn’t rhyme!”

Zecora let out an exacerbated sigh. “Of all my luck… I got stuck impersonating the pony with a rhyming speech pattern.”

“Spike! Get’em!”

Spike lunged and tackled the Imposter-Zecora. Using his dragon strength he pulled her to the bed and tied her up using the sheets. The fake Zecora didn’t put up much of a fight. She just glared up at the ceiling and sighed.

“Show your true form!” Spike commanded.

The form of Zecora disappeared in an instant. What was left was a changeling; a black pony-like creature with fangs, insect-wings, a unicorn horn and webbed mane and tail. He looked from Sweetie Belle to Spike and then rolled his eyes.

“You got me,” he said, unenthusiastically. “I suppose now you’re going to squish me or something. I’m ready. Get on with it.”

Sweetie Belle scrunched up her face in disgust. “No, no, no! We aren’t going to squish you! That would terrible! You just have to stay tied up until we can get some parchment!”

“Which reminds me…” Spike dashed out of the room and began rummaging through the house again in order to find something to write on. Sweetie Belle watched over the changeling and made sure he didn’t attempt to escape. He never moved.

“Sweetie!” Spike gasped from another room. “I found the parchment… and Twilight! She must have teleported herself here! Filly loves her books…”

“Y-you found her?” she asked. “Awesome!”

Spike re-entered the room holding another quill, some parchment and the unconscious body of Twilight Sparkle. “Move the changeling off the bed, will you?”

Sweetie Belle used her magic to move the changeling onto the floor. When the bed was clear, Spike placed Twilight’s limp form gently onto the mattress. Afterward he quickly penned a note. Once done, he took a deep breath and blew his magic green flame over it, teleporting it instantly to Princess Celestia.

“Wait,” Sweetie Belle said, thinking back to when she saw Spike use that ability last. “Did you send that butcher knife to Celestia!? That one in the Cake’s Shop?”

Spike snorted back laughter. “No. I can choose where the objects go. But that would be funny.”

Sweetie Belle turned her attention back to Twilight. “Is she… going to be okay?”

“I don’t know…” Spike tried gently shaking her awake. She didn't respond. He leaned down close to her and asked, "Twilight? Can you hear me?" She didn't reply. Spike shook her harder than before. Her wings unfurled weakly against her sides. For a moment everyone was quiet. Suddenly, Spike looked back up and smiled. “Sweetie! Use your magic! Sing to Twilight!”

“W-what?” Sweetie Belle balked.

“Yeah, what was that?” the changeling on the floor asked. “Did you just tell her to sing to the princess?”

Spike glared down at the changeling with his one eye. “I wasn’t talking to you.”

“I just wanted clarification. If I’m going to sit around pretending to be a rug I at least want to know what I’m watching.”

“I mean it, Sweetie!” Spike continued, ignoring the changeling. “Your song healed me! Maybe it can heal Twilight!”

Sweetie Belle took a step back and stared at the floor. “But… I don’t even know how my powers work… I only used it the one time…”

“Please, Sweetie. Just try!”

“Yeah, just try,” the changeling chimed in.

“Would you keep out of this?” Spike growled in annoyance.

“Okay, okay…” the changeling sighed. Under his breath he added, “Spoil-sport.”

After a moment to compose herself, Sweetie Belle held her high and took a deep breath. When she opened her mouth she sang a happy, uplifting song, just like the one she had sung in the gorge, complete without lyrics. Using her magic, she combined the two and created something wonderful and harmonious. In a matter of minutes, however, she felt herself becoming drained. She stopped signing and fell to the ground on bended leg.

“Are you okay, Sweetie?” Spike asked, rushing to her side and gently patting her mane. “Maybe you should rest for a moment.”

“That singing takes a lot out of me…”

“Ah…”

Spike and Sweetie Belle both turned to the bed. Twilight Sparkle was stirring! She was getting up! Even the changeling on the floor craned his head and smiled at the sight.

“Wow!” the changeling marveled. “It worked! And… and I feel great! I feel like I just ate! Like I just ate a whole grouping of pleasant feelings!”

“What did I say about talking?” Spike again glared at the changeling.

“Wait,” Sweetie Belle looked at the changeling on the floor. “I thought changelings only ate love?”

“Well, I don’t know what was in that song… All I know is that it was… wonderful…” The changeling relaxed against the floor with a happy smile. Spike snorted in disgust.

“The sooner we get rid of this guy the better,” he commented dryly.

Twilight Sparkle lifted her head off the bed and looked around with squinted eyes. She could barely hold herself up but that was far better than before. Spike smiled to her and she smiled back. “Spike… Did you save me?”

“No, Sweetie Belle did! She’s amazing! She discovered her talent!”

Sweetie Belle blushed and looked away. “It was nothin’,” she said, imitating Spike’s earlier responses.

Twilight slowly got off the bed and stretched her wings. “Sweetie Belle, thank you. I don’t know what you did, but I feel much better now.” She glanced over at the changeling and shook her head. “Arg… I should have known! All the signs were there… I just didn’t think they would be strong enough to assemble this quickly… Why are you keeping this changeling here?”

“I can get rid of him if you want,” Spike quickly offered.

“W-wait! Don’t get rid of me! Just leave me here!”

“That’s funny. Weren’t you ready to be squished earlier?”

“Yeah, but that’s when I was on the brink of starving to death,” the changeling said with a frown. “I feel much better now that I got some of that sweet, sweet song…”

“Do you have a name?” Sweetie Belle asked.

“Cootie,” the changeling responded. “They call me Cootie.”

“Pfft,” Spike choked back laughter. “Your name is Cootie? That’s hilarious!”

“You were on the brink of starving to death?” Sweetie continued her line of questioning, ignoring Spike’s outburst of laughter.

“Yeah. We all were until we starting infiltrating Ponyville. Some of us didn’t make it here, that’s how bad it was…”

Spike was still laughing but Twilight suddenly took interest in the line of questioning. “I had no idea the changelings were that desperate.”

“Well, of course not,” Cootie scoffed. “Ponies don’t care about us. We’re pests. Vermin. Parasites.”

“As much as I would love to know more about the changelings from the source, I need to get to Canterlot. Spike, you’re with me. We’re going to fly close and then teleport in to try and get there before the changelings do. Maybe Celestia or Luna can break the spell on Discord and we can find the changeling nest in order to save our friends. Sweetie Belle, you find a safe place to hide.”

“We know where the changeling nest is!” Sweetie Belle said. “I’m sure the others are there! Right, Cootie?”

“That’s right,” Cootie nodded.

“We can’t trust him,” Spike said, finally calming himself after his fit of uncontrolled laughter. “He’s one of them. He might be trying to lure us into a trap.”

“I need to get to Canterlot,” Twilight said, obviously wrecked by the conflict. “But I need my friends as well…”

Spike turned to Twilight. “Let me and Sweetie infiltrate the nest while you clear Ponyville of the changelings that remained. Then, we can all teleport to Canterlot and help the royal sisters.”

Twilight slowly nodded, taking that all into consideration. “Do you think you can handle it, Sweetie Belle?”

Sweetie Belle stood up tall and held her head high, much like she had seen Rarity do on several occasions. Cootie rolled around the floor in an attempt to get noticed. “I’ll go too!”

“We aren’t taking you,” Spike growled.

“No, take him,” Twilight commanded. “He’ll know where everything is.”

“But-”

“You can obviously handle him if he tries anything,” Twilight cut him off, motioning to the bedsheets around Cootie’s body.

“All right… Fine. We’ll do it your way.”

---

Rarity and Fluttershy ran through the tunnels as quickly as their legs would allow. But the further they went the more it seemed as though they were getting lost. Every insect and bat they ran across told them the same thing but… were they really getting closer to the surface? It felt like they were moving further underground…

“I don’t understand,” Rarity gasped between breaths while she ran. “Why would Chrysalis just leave you in a cave? Why not put you in one of her cocoons or… or finish you off?”

“I don’t know,” Fluttershy muttered.

“Why would Chrysalis place us together? Doesn’t she know we would try and escape?”

“I don’t know.”

“Why not… put us in a cage? Or render us unconscious?”

Fluttershy narrowed her eyes in annoyance. “I. Don’t. Know.”

Before Rarity could continue her line of questioning, she saw a light up ahead. “Look! We’re going to make it!” She picked up the pace and galloped onward. Rounding the corner of the cave with the light, Rarity skidded to a halt from shock. Fluttershy barreled into her, sending them both to the ground.

The two of them lifted their heads and stared up at the ceiling of the cave in horror. There were cocoons… hundreds of cocoons… The light they had seen was from the glowing crystals and lanterns all along the walls. Rarity would have continued to stare in disbelief had she not noticed there were others here in the cave with her.

Glancing around the room, she realized there were just as many changelings here as there were cocoons. “Sweet Celestia,” she breathed.